NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Aim Explorations Ltd. (TSX-V:AXN.H)
("
AIM" and/or the "
Company"), a
capital pool company, is pleased to announce that it has entered
into a business combination agreement effective November 6, 2017
(the "
Definitive Agreement") with DMG Blockchain
Solutions Inc. ("
DMG"), pursuant to which AIM will
acquire all of the issued and outstanding securities of DMG (the
"
Transaction"), as more particularly described
below. The Transaction was initially announced in an AIM news
release dated September 20, 2017, indicating AIM and DMG had
entered into a letter of intent with respect to the
Transaction.
The Transaction is subject to a number of terms
and conditions as set forth in the Definitive Agreement, including
(among other things) the approval of the TSX Venture Exchange (the
"Exchange"). If completed, the Transaction will
constitute the "Qualifying Transaction" of AIM, as such term is
defined in Policy 2.4 of the Exchange.
The Transaction
Pursuant to the Definitive Agreement, AIM will
acquire all of the issued and outstanding securities of DMG from
DMG's securityholders. Each shareholder of DMG will receive one (1)
AIM common share for each common share of DMG held. The stock
options and share purchase warrants of DMG will also be exchanged
for stock options and share purchase warrants to acquire shares of
AIM. Upon completion of the Transaction, DMG will become a
wholly-owned subsidiary of the Company and the Company will change
its name to "DMG Blockchain Solutions Inc.", or such other name as
the parties may reasonably agree upon. The combined entity (the
"Resulting Issuer") will continue the business of
DMG.
The Transaction is conditional upon, among other
things:
(i) the representations and warranties of each of AIM and DMG,
as set out in the Definitive Agreement, being true and correct in
all material respects at the closing of the Transaction;
(ii) the absence of any material adverse change in the business
of each of the parties;
(iii) the parties receiving all requisite regulatory approval,
including the approval of the Exchange, and any third party
approvals and authorizations;
(iv) DMG obtaining the requisite shareholder approval for the
Transaction;
(v) the parties obtaining requisite board approvals for the
Transaction; and
(vi) AIM completing one or more private placement financings for
minimum aggregate gross proceeds of not less than $7,500,000.
The Transaction will constitute an arm’s-length
transaction, and as such, the business combination will not require
approval by the shareholders of AIM. AIM is preparing and will
submit a filing statement in connection with the Transaction in due
course.
DMG and its Business
DMG Blockchain Solutions intends to be the global
leader in bitcoin mining hosting, Mining as a Service (MaaS), and
diversified blockchain software development.
DMG was incorporated on September 7, 2016 and
has operated its transaction verification services business
(bitcoin mining) in Western Canada since October 2016. Prior to and
after completion of the Transaction, the Resulting Issuer intends
to expand its current operations and/or enter into server hosting
arrangements for the transaction verification services
business.
DMG is also building a blockchain platform for
the agricultural sector and other industries reliant on trustworthy
and other supply chain management. DMG provides these industries
with end-to-end, frictionless trust verifications key trust-based
functions in a frictionless way such as identity management,
provenance, automated contract execution and rules compliance --
all based on blockchain technology.
DMG recently closed a non-brokered private
placement (the “Private Placement”). Pursuant to
the Private Placement, DMG sold an oversubscribed amount of
18,151,995 common shares of the Company
(“Placement Shares”) at a price
of $0.35 per Placement Share for gross proceeds of
$6,353,198.25.
See AIM’s news releases dated September 20, 2017
and September 27, 2017 for further information about the
Transaction, DMG and its business. DMG will issue additional press
releases related to the Transaction and related financings and
other material information as it becomes available. There can be no
assurance that the Transaction will be completed as proposed or at
all.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described herein in the United States. The securities described
herein have not been registered under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), or any state
securities law and may not be offered or sold in the “United
States”, as such term is defined in Regulation S promulgated under
the U.S. Securities Act, unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration requirements is available.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance and, if applicable, pursuant to the requirements of the
Exchange, shareholder approval. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the filing statement to be prepared in connection with
the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.
All information in this press release concerning
DMG has been provided for inclusion herein by DMG. Although AIM has
no knowledge that would indicate that any information contained
herein concerning DMG is untrue or incomplete, AIM assumes no
responsibility for the accuracy or completeness of any such
information.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this press
release.
Certain statements in this release are
forward-looking statements, which include completion of the
proposed Transaction and related financing, development of
technologies, future plans, regulatory approvals and other matters.
Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs,
plans, expectations or intentions regarding the future. Such
information can generally be identified by the use of
forwarding-looking wording such as “may”, “expect”, “estimate”,
“anticipate”, “intend”, “believe” and “continue” or the negative
thereof or similar variations. The reader is cautioned that
assumptions used in the preparation of any forward-looking
information may prove to be incorrect. Events or circumstances may
cause actual results to differ materially from those predicted, as
a result of numerous known and unknown risks, uncertainties, and
other factors, many of which are beyond the control of the Company,
including but not limited to, business, economic and capital market
conditions, the ability to manage operating expenses, security
threats, and dependence on key personnel. Such statements and
information are based on numerous assumptions regarding present and
future business strategies and the environment in which the Company
will operate in the future, including the demand for its products,
anticipated costs, the ability to achieve goals and the price of
bitcoin. Factors that could cause the actual results to differ
materially from those in forward-looking statements include,
failure to obtain regulatory approval, the continued availability
of capital and financing, equipment failures, litigation, increase
in operating costs, failure of counterparties to perform their
contractual obligations, government regulations, loss of key
employees and consultants, and general economic, market or business
conditions. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
reader is cautioned not to place undue reliance on any
forward-looking information.
The forward-looking statements contained in this
press release are made as of the date of this press release.
Except as required by law, AIM disclaims any intention and assumes
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise. Additionally, AIM undertakes no obligation to
comment on the expectations of, or statements made by, third
parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its
Regulation Service Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
For further information please contact:
Justin Rasekh, Director of Aim Explorations Ltd.
Phone: 778-998-4235
DMG Blockchain Solutions Inc.
Toll Free: 1-888-702-0258
Email: info@dmgblockchain.com
Web: www.dmgblockchain.com
Direct: 778-868-6470
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